Allowed

bhagirath traders private limitd v. -

Bombay HC23 Mar 2007CA/336/2007

Case brief

AI extract

What is this about?

The Court sanctioned a scheme of amalgamation under the Companies Act, 1956 for wholly-owned subsidiaries transferring to a transferee company. Having verified statutory compliances and obtained consents, the Court made all Company Petitions absolute without requiring individual notices to creditors.

What did the court decide?

All Company Petitions filed by transferor and transferee companies were made absolute; petitioners directed to lodge copies with Superintendent of Stamps within 30 days.

bhagirath traders private limitd Vs - — Arbitration | Bombay HC (2007)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION

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 COMPANY PETITION NOS.275 TO 281 OF 2007
 CONNECTED WITH
 COMPANY APPLICATION NOS.336 TO 342 OF 2007

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 (i) Bhagirath Traders Pvt. Ltd.
 (ii) Eminent Commercials Pvt.Ltd.
 (iii) Revlon Trading Co.Pvt. Ltd.
 (iv) Sameep Trading Pvt. Ltd.
 (v) Smruti Mercantile Pvt. Ltd.
 (vi) Vanraj Merchandise Pvt. Ltd. ..Transferor
 companies
 with
 Evershine Traders Pvt. Ltd. ..Transferee
 companies.

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 Ms.Alpana Ghone i/b Kanga & Co. for the petitioners.
 Ms.K.V.Gautam, Dy.O.L. present, except in C.P.
 No.281/07.

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 Ms.Heena Shah with G.C.Mishra for R.D. in all the
 matters.

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CORAM : D.B.BHOSALE, J.
DATED : 3RD AUGUST, 2007.
P.C.:

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 . Heard learned counsel for the parties.

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 2. The sanction of the court is sought to a
 scheme of amalgamation under sections 391 to 394 of
 the Companies Act, 1956.

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 3. Counsel appearing on behalf of the petitioner

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 has stated before the court that insofar as

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 transferor companies are concerned: (i) All the
 transferor companies are wholly owned subsidiaries of
 the transferee company; (ii) All equity share
 holders in all the companies have granted their
 consents; (iii) There are no secured creditors; and

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 (iv) Insofar as all the unsecured creditors in all
 the companies are concerned, they have been paid by
 the petitioner-companies and the affidavits stating
 so have also been filed by the transferor companies.
 The learned counsel for the petitioner stated that
 the transferor companies have, therefore, not given
 individual notices in pursuance of the order dated
 13.4.2007 passed by this court while dispensing with
 the convening of the meeting of the unsecured
 creditors.

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 4. Insofar as the transferee is concerned, the
 court has been informed by the learned counsel that
 (i) All the share holders have granted their
 consents; (ii) There are no secured creditors; and
 (iii) Insofar as unsecured creditors are concerned
 they have already been paid by the transferee company
 and the affidavit stating so has also been filed and
 in view thereof no individual notices as per the
 order dated 13.4.2007 are given to them.

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 5. Both the Regional Director and the Official
 Liquidator have stated that the scheme as proposed is
 not contrary to the public interest or prejudicial to
 the interest of share holders or creditors.

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 6. There is no objection to the scheme and since

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 all the requisite statutory compliances have been
 fulfilled, all the Company Petitions filed by the
 transferor companies are made absolute in terms of
 prayer clauses (a) to (d).

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 7. Company Petition No.281 of 2007 of the
 Transferee is also made absolute in terms of prayer
 clause (a) to (c).

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 8. The petitioner companies are directed to
 lodge a copy of this order and the scheme with the
 concerned Superintendent of Stamps for the purpose of
 adjudication of stamp duty payable, if any, on the
 same within 30 days of obtaining the certified copy
 and/or authenticated copy of the order.

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 9. The petitioners in all the company petitions
 to pay cost of Rs.2,500/- each to the Regional
 Director and to the Official Liquidator by the
 petitioners in all the petitions of transferor
 companies.

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 10. Filing and issuance of the drawn up order is
 dispensed with.

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 11. All authorities concerned to act on a copy of
 this order duly authenticated by the Registry.

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(D.B.BHOSALE, J.)

bhagirath traders private limitd v. -

Case brief

What is this about?

What did the court decide?

bhagirath traders private limitd v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

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